<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-57
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
Filed under Section 33(a) of the
Public Utility Holding Company Act of 1935, as amended
TUA (No. 10) Pty Ltd
Level 49, Rialto Towers
525 Collins Street, Melbourne, Australia
----------------------------------------
(Name of foreign utility company)
Texas Utilities Company
-----------------------------------------
(Name of filing company if filed on behalf
of a foreign utility company)
This Commission is requested to mail copies of all communications relating to
this Notification to:
Robert A. Wooldridge
Worsham, Forsythe & Wooldridge, L.L.P.
Energy Plaza
1601 Bryan, 30th Floor
Dallas, Texas 75201
February 17, 1999
<PAGE> 2
Texas Utilities Company (the "Company"), a Texas corporation and an
exempt holding company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), hereby notifies the Securities and Exchange Commission (the
"Commission") that TUA No. 10 Pty Ltd ("TUA No. 10") is, and on behalf of TUA
No. 10 claims status for TUA No. 10 as, a foreign utility company ("FUCO")
within the meaning of Section 33 of the Act. TUA No. 10 is an indirect wholly
owned subsidiary company of the Company. TUA No. 10 intends to acquire all of
the assets of Westar Pty Ltd, an Australian company.
ITEM 1. STATE THE NAME OF THE ENTITY CLAIMING FOREIGN UTILITY COMPANY STATUS,
ITS BUSINESS ADDRESS, AND A DESCRIPTION OF THE FACILITIES USED FOR THE
GENERATION, TRANSMISSION AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE OR FOR THE
DISTRIBUTION AT RETAIL OF NATURAL OR MANUFACTURED GAS. TO THE EXTENT KNOWN,
IDENTIFY EACH PERSON THAT HOLDS FIVE PERCENT (5%) OR MORE OF ANY CLASS OF VOTING
SECURITIES OF THE FOREIGN UTILITY COMPANY AND DESCRIBE THE AMOUNT AND NATURE OF
THE INTEREST.
The name of the entity claiming foreign utility status is TUA No. 10, a
public company incorporated in the State of Melbourne, Australia, the
business address of which is Level 49, Rialto Towers, 525 Collins
Street, Melbourne, Australia.
TUA No. 10 has entered into an agreement whereby, upon closing, TUA No.
10 will buy the gas distribution, and related, assets of Westar Pty Ltd
("Westar"), an Australian company. Westar is currently wholly owned by
the Victorian Government (Australia). Westar carries on the business of
distribution of natural gas at retail and owns approximately 7,200
kilometers of gas pipeline. Westar has approximately 411,700 customers.
Upon closing of the acquisition, TUA No. 10 intends to change its name
to Westar Pty Ltd.
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR TUA (NO. 10) PTY LTD - PAGE 2
<PAGE> 3
ITEM 2. STATE THE NAME OF ANY DOMESTIC ASSOCIATE PUBLIC-UTILITY COMPANY AND, IF
APPLICABLE, ITS HOLDING COMPANY, AND A DESCRIPTION OF THE RELATIONSHIP BETWEEN
THE FOREIGN UTILITY COMPANY AND SUCH COMPANY, AND THE PURCHASE PRICE PAID BY ANY
SUCH DOMESTIC ASSOCIATE PUBLIC-UTILITY COMPANY FOR ITS INTEREST IN THE FOREIGN
UTILITY COMPANY.
TUA No. 10, an indirect wholly-owned subsidiary of the Company intends
to acquire all of the assets of Westar Pty Ltd ("Westar"). The domestic
associate public-utility companies of TUA No. 10 are Texas Utilities
Electric Company ("TU Electric"), Southwestern Electric Service Company
("SESCO"), ENSERCH Corporation ("ENSERCH"). The only relationship among
TU Electric, SESCO, ENSERCH and TUA No. 10 will be that their ultimate
holding company is the Company. The Company directly owns all the
outstanding voting stock of TU Electric and ENSERCH and indirectly owns
all of the outstanding voting stock of SESCO. TU Electric will not pay
any portion of the purchase price for the acquisition of the Westar
assets. SESCO will not pay any portion of the purchase price for the
acquisition of the Westar assets. ENSERCH will not pay any portion of
the purchase price for the acquisition of the Westar assets.
EXHIBIT A. IF APPLICABLE, THE STATE CERTIFICATION(S) REQUIRED UNDER SECTION
33(A)(2) OF THE ACT. CERTIFICATION(S) PREVIOUSLY FILED WITH THE COMMISSION MAY
BE INCORPORATED BY REFERENCE. IF THE CERTIFICATION(S) IS NOT AVAILABLE AT THE
TIME OF FILING THE FORM U-57, SO STATE, AND UNDERTAKE TO FILE SUCH CERTIFICATION
AS AN AMENDMENT WHEN AVAILABLE; HOWEVER, FOREIGN UTILITY COMPANY STATUS WILL NOT
BE DEEMED OBTAINED UNTIL ALL REQUIRED CERTIFICATION(S) HAVE BEEN FILED.
A true and correct copy of the Public Utility Commission of Texas
certification letter dated June 25, 1998 is incorporated herein by
reference as Exhibit A-1. The Railroad Commission of Texas
certification letter dated February 4, 1998, filed previously with the
Commission on or about February 17, 1998, is incorporated herein by
reference and a true and correct copy is attached hereto as Exhibit
A-2. The Railroad Commission of Texas certification letter was
expressly made applicable to all future foreign utility company
ventures in which Texas Utilities Company or its subsidiaries may seek
to obtain an ownership interest.
SIGNATURE
The undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.
TEXAS UTILITIES COMPANY
By: /s/ PETER B. TINKHAM
-------------------------------------
Peter B. Tinkham
Secretary/Assistant Treasurer
Date: February 17, 1999.
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR TUA (NO. 10) PTY LTD - PAGE 3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
99 A-1 Public Utility Commission of Texas
99 A-2 Railroad Commission of Texas
</TABLE>
<PAGE> 1
EXHIBIT A-1
[LOGO OF SEAL
OF TEXAS [PUBLIC UTILITY COMMISSSION OF TEXAS LETTERHEAD]
APPEARS HERE]
June 25, 1998
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Mr. Katz:
Texas Utilities Electric Company (TU Electric) and Southwestern
Electric Service Company (SESCO), subsidiaries of Texas Utilities Company (TXU),
a Texas Corporation, have advised this Commission that TXU is considering
acquisition by one or more wholly-owned subsidiary companies (other than TU
Electric or SESCO) of an interest in the following entities that are considered
foreign utility companies ("FUCOS") as defined in Section 33(a)(3) of the 1935
Act:
o Compania Mexicana de Gas, S.A. de C.V. ("CMG")
o One of three Natural Gas Distribution Systems in Victoria, Australia
("Australia System").
In connection with such acquisition, TU Electric and SESCO have
requested that the Public Utility Commission of Texas (the Commission) provide
to you the certification contemplated in Section 33(a)(2) of the Public Utility
Holding Company Act of 1935 (15 U.S.C 79 et. seq.), which section was added to
that Act by Section 715 of the Energy Policy Act of 1992.
As the State Commission having jurisdiction over the retail electric
rates of TXU's public utility subsidiaries, TU Electric and SESCO, please be
advised that this Commission:
(i) has the authority and resources to protect the ratepayers of TU
Electric and SESCO; and
(ii)intends to exercise such authority.
- continued -
<PAGE> 2
Mr. Jonathan G. Katz
Securities and Exchange Commission
June 25, 1998
Page 2
This certification applies only to the potential investment in CMG and
the Australia system.
Sincerely,
PUBLIC UTILITY COMMISSION OF TEXAS
/s/ Pat Wood, III
Pat Wood, III, Chairman
/s/ Judy Walsh
Judy Walsh, Commissioner
/s/ Patricia A. Curran
Patricia Curran, Commissioner
cc: Office of Public Utility Regulation
Securities and Exchange Commission
<PAGE> 1
EXHIBIT A-2
[LOGO OF SEAL OF
TEXAS]
[RAILROAD COMMISSION OF TEXAS LETTERHEAD]
February 4, 1998
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Dear Mr. Katz,
Texas Utilities Company ("Texas Utilities") has advised the Railroad
Commission of Texas ("Commission") that a subsidiary of Texas Utilities is
considering acquisition of The Energy Group PLC, a foreign utility company
operating in England and Wales. In connection with such activities, Texas
Utilities has requested that the Commission provide you with the certification
contemplated in Section 33(a)(2) of the Public Utility Holding Company Act of
1935 (15 U.S.C. 79 et seq.).
As the State Commission having jurisdiction over the wholesale and
retail gas rates of Texas Utilities and its subsidiaries, the Commission hereby
certifies that it:
i.) has the authority and resources to protect the ratepayers of
Texas Utilities and its subsidiaries subject to Commission
jurisdiction, and
ii.) intends to exercise such authority.
This certification is intended to be applicable with respect to the
above described transaction and such other foreign utility company ventures in
which Texas Utilities or its subsidiaries may seek to obtain an ownership
interest, but is conditioned on and subject to being revised or withdrawn as to
any future acquisitions. Texas Utilities has represented that it will timely
inform this Commission of any efforts by it or its subsidiaries to seek
ownership interest in other foreign utility companies.
Sincerely,
/s/ R.L. Kitchens
- ----------------------------------------
Ronald L. Kitchens
Director, Gas Services Division
On behalf of the Railroad Commission of Texas
cc: Office of Public Utility Regulation
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
